BestBridges General Terms and Conditions of Sale for Goods and/or Services

1. The work performed and goods supplied are provided in accordance with these general terms and conditions, to the exclusion of all other terms and conditions, unless BestBridges BV expressly waives this requirement in writing. The invalidity or unenforceability of any provision of these general terms and conditions shall in no way affect the validity of the remaining provisions.

2. An agreement between BestBridges BV and the client is not formed until an order confirmation or other written agreement is issued. Quotes remain valid for one month after signing, unless otherwise stated.

3. All prices are in euros and do not include VAT, pre- and post-inspections, or other costs not included in our offer.

The quoted prices for installation and handling are based on work performed on business days during normal business hours.

The work site must be accessible and free of obstacles such as pipes, rocks, trees, etc., to allow for the positioning of the trucks and the crane. The costs of clearing the delivery area, as well as the costs of reinforcing the ground to position the crane and truck, are the responsibility of the client.

The following services are not included in this offer, unless otherwise stated:

• General facilities on site, such as restrooms, changing rooms, a cafeteria, general lighting in the assembly area, and electrical service to the assembly area…

• Work on weekends and/or at night

• Earthwork and Foundation Work

• Installation of pipes and cables

• Lighting at the Construction Site

• Decommissioning and de-energizing the site and roads

• Klip-Klim: Advance Notifications and Taking the Necessary Measures

• Road Markings

• Delivery and Installation of Materials for the Bridge's Grounding System

• Access and positioning of cranes and trucks

• Road Connections

• All necessary permits

• Provisions regarding traffic measures, lighting, the environment, and/or noise

• Any road plates and civil engineering work

• Removal of trees and/or tree roots, as well as other vegetation that may hinder work with a mobile crane and access to parts of the bridge

• Periodic Inspections

• Tests and Trials

4. All specifications and price quotes are based on the currently applicable rates for labor, materials, and services. If these rates change, BestBridges BV reserves the right to adjust prices proportionally.

Additional work, defined as work performed beyond the scope of the previously agreed-upon contract, is always billed at the hourly rate and the unit price of the materials used.

Additional or reduced work occurs when:

1. there is a change in the design, specifications, or terms of reference;

2. the information provided by the client does not correspond to reality;

3. estimated quantities deviate by more than 10%.

Additional work is calculated based on the price-determining factors in effect at the time the additional work is performed. Reduced work is settled based on the price-determining factors in effect at the time the contract was entered into.

5. Delivery times are purely indicative. The delivery date will be determined by mutual agreement. Delays in delivery do not entitle the customer to compensation, nor do they constitute grounds for terminating the agreement. When determining the delivery time and/or execution period, BestBridges BV assumes that the order can be carried out under the circumstances known to it at that time. The delivery time and/or execution period does not commence until a written agreement has been reached between the parties, all necessary information, final and approved drawings, and the like are in the possession of BestBridges BV, the agreed-upon payment (or installment) has been received, and the necessary conditions for the execution of the order have been met.

6. All invoices are payable within thirty days of the invoice date to the bank account specified, unless otherwise agreed.

• Upon placement of the order, an advance payment of 10% of the total amount will be invoiced.

• Upon approval of the engineering design: 40% of the total amount will be invoiced.

• When the goods are ready for shipment: 50% of the total amount will be invoiced.

In the event of cancellation of the order before production begins, BestBridges will charge the actual costs plus 15% of the total amount as compensation, with a minimum of €500.

In the event of cancellation within 8 weeks prior to the delivery date, BestBridges reserves the right to charge the full contract amount.

In the event of failure to pay within thirty days of the invoice date, late-payment interest of 12% per year will be charged by operation of law and without any notice of default. In addition, in the event of late payment, the total invoice amount will be increased, by operation of law and without further notice of default, by a lump-sum compensation equal to 15% of the full invoice amount, with a minimum of 50.00 EUR. BestBridges BV hereby also reserves the right to suspend all work yet to be performed and outstanding deliveries until the invoice has been paid in full, without prior notice of default. In the event of non-payment of the invoice, all other claims against the customer that have not yet become due shall become due and payable by operation of law and without prior notice of default.

7. As long as the delivered goods have not been paid for in full, they remain the property of BestBridges BV. However, the risk passes to the buyer upon conclusion of the contract. Until ownership of the sold goods has been effectively transferred to the customer, the customer is expressly prohibited from using the delivered goods as a means of payment, pledging them, or encumbering them with any other security interest.

8. Complaints must be submitted by certified mail no later than eight days after becoming aware of the issue, or after the issue could normally have been discovered. Once this period has expired, the right to file a complaint lapses. Upon payment of the invoice—even if it is a partial payment—the work performed shall always be deemed accepted and approved with respect to both price and quality. Pending disputes regarding the quality and defects of the services and goods provided do not, under any circumstances, entitle the customer to defer or suspend payment of the invoices. If the customer is entitled to any direct compensation for damages resulting from a defect in the delivery of goods or services by BestBridges BV, such compensation is limited to the amount that BestBridges BV would have invoiced for those services or goods.

9. BestBridges BV is liable only in cases of deceit, fraud, and willful misconduct. To the extent that BestBridges BV relies on the cooperation, services, and deliveries of third parties in the performance of its obligations, it cannot be held liable for any damage resulting from their error, including their gross or intentional error. The customer shall, to the extent necessary, indemnify BestBridges BV against liability for damages to third-party property suffered as a result of the work performed.

10. If either party is faced with abnormal and unforeseeable circumstances that significantly impede the performance of the agreement, the parties shall renegotiate to jointly agree on a fair amendment to the agreement. The party facing abnormal and unforeseen circumstances must notify the other party of this by certified mail within eight days.
    The agreement shall be deemed to be terminated by operation of law at the customer’s expense in the event of the customer’s bankruptcy, death, or manifest insolvency, as well as in the event of any change in the buyer’s legal status.

11. In order to ensure payment of the outstanding invoices, the customer grants BestBridges BV a security interest in all existing and future receivables arising from agreements that have been or will be entered into with third parties in connection with the deliveries for which payment is due.

12. A party’s failure to immediately enforce any right or authority shall not affect or limit that party’s rights and authorities. Any waiver of any provision or condition shall be effective only if made in writing.

13. In the event of a dispute, the courts of the East Flanders district shall have exclusive territorial jurisdiction. All disputes shall be governed by Belgian law.

14. The client provides an ABR policy to insure the structures, under which BestBridges is covered.

15. Approval of the design documentation is the responsibility of the client.

16. If the engineering dossier has been submitted, one revision is included in the quoted price. Additional work may be performed (in 4-hour blocks) at a time-and-materials rate of €95/hour.

17. For on-site meetings, a travel allowance at a flat rate of €95/hour (in 4-hour blocks) and transportation costs of €0.5/km will be charged. This is not yet included in the quote.